FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): August 22, 2005
KAISER ALUMINUM CORPORATION
(Exact name of Registrant as Specified in its Charter)
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| Delaware
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1-9447
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94-3030279 |
| (State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number) |
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| 27422 Portola Parkway, Suite 350 |
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| Foothill Ranch, California
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92610-2831 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(949) 614-1740
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events
On June 29, 2005, Kaiser Aluminum Corporation (the “Company”) announced that it, Kaiser
Aluminum & Chemical Corporation (“KACC”) and 19 of their subsidiaries filed a joint plan of
reorganization (the “Kaiser Aluminum Plan”) and related disclosure statement with the United States
Bankruptcy Court for the District of Delaware (the “Court”). Information concerning the Kaiser
Aluminum Plan is included in the Company’s Current Report on Form 8-K dated June 29, 2005 as well
as in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
On August 24, 2005, the Company, KACC and the 19 subsidiaries filed a first amended joint plan
of reorganization (the “Kaiser Aluminum Amended Plan”) and an amended disclosure statement (the
“Kaiser Aluminum Amended Disclosure Statement”) with the Court. Copies of the Kaiser Aluminum
Amended Plan and Kaiser Aluminum Amended Disclosure Statement are attached hereto as Exhibits 99.1
and 99.2, respectively, and are incorporated herein by reference.
Bankruptcy law does not permit the solicitation of acceptances for the Kaiser Aluminum Amended
Plan until the Court approves the Kaiser Aluminum Amended Disclosure Statement. Accordingly, this
announcement is not intended to be, nor should it be construed as, a solicitation for a vote on the
Kaiser Aluminum Amended Plan. The Kaiser Aluminum Amended Plan will become effective if and when it
receives the requisite stakeholder approval and is confirmed by the Court. In addition, approval
must be obtained from the United States District Court regarding the treatment of asbestos personal
injury claims in the Kaiser Aluminum Plan. The Company refers to the limitations and qualifications
included in the Kaiser Aluminum Amended Disclosure Statement. In addition, the Company notes that
all information contained in the Kaiser Aluminum Amended Disclosure Statement is subject to change,
whether as a result of additional amendments to the Kaiser Aluminum Amended Plan, as a result of
third party actions or otherwise.
The Kaiser Aluminum Amended Disclosure Statement contains certain projections (the
“Projections”) of financial performance for the fiscal years 2005 through 2008. The debtors do
not, as a matter of course, publish their business plans, budgets or strategies, or make external
projections or forecasts of their anticipated financial position or results of operations. The
Company refers to the limitations and qualifications included in the Kaiser Aluminum Amended
Disclosure Statement, including without limitation those set forth under the captions “Reorganized
Kaiser — Projected Financial Information — Principal Assumptions” and “New Common Stock — Risk
Factors — Risks Relating to Certain Financial Information Regarding the Reorganized Debtors” with
respect to the Projections.
Separately, the Company announced that, on August 22, 2005, KACC and various underwriters at
Lloyd’s of London reinsured by Equitas entered into a settlement agreement (the “Lloyds
Settlement”) whereby the underwriters have agreed to pay $137.0 million in settlement of their
obligations under insurance policies with a face value of approximately $170.0 million and certain
other coverage. In return for the cash payment, the Lloyds Settlement, if ultimately approved,
would release the underwriters from their coverage liabilities, which were part of the previously
disclosed insurance coverage litigation, and certain other coverage. The $137.0 million payment by
the underwriters is required to be made to a settlement agent within 30 days of Court approval of
the Lloyds Settlement. Such amounts will be paid by the settlement agent only to personal injury
trusts upon the effectiveness of a plan of reorganization. See Note 1 of Notes to Interim
Consolidated Financial Statement in the Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2005 for a discussion of the personal injury trusts expected to be set up pursuant
to the Kaiser Aluminum Plan (as supplemented and amended by the Kaiser Aluminum Amended Plan). The
Lloyds Settlement is subject to Court approval, approval of a plan of reorganization for the
Company, and may be terminated in certain other circumstances, including if certain
asbestos-related legislation in the United States is enacted into law on or before December 31,
2005. If the Lloyds Settlement were to be terminated, the funds along with interest would be
refunded to the underwriters and coverage litigation could be reinstated against the underwriters.
The Company has not determined what, if any, impact the Lloyds Settlement will have on either the
aggregate amount of Personal injury-related insurance recoveries receivable recognized in the
Company’s balance sheet or the amount of any charge that may be recognized in light of the Lloyds
Settlement payment amount being for less than the face amount of the policies in the coverage
litigation. Settlements with other insurers that are generally similar to the Lloyds Settlement may
occur in the future, although no assurances can be provided that any such additional settlements
will occur. See Note 9 of Notes to Interim Consolidated Financial Statements and Critical
Accounting Policies in the Company’s Quarterly Report on Form 10-Q for the period ended June 30,
2005 for additional discussion regarding personal injury-related matters.
Lastly, the Company announced that the Court had approved its extension of exclusivity for all
debtors through September 30, 2005.